ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion and analysis should be read in conjunction with
Guitammer's Unaudited Condensed Consolidated Interim Financial Statements and
notes thereto included elsewhere in this Form 10-Q. Except for the historical
information contained herein, the discussion in this Form 10-Q contains certain
forward looking statements that involve risks and uncertainties, such as
statements of Guitammer plans, objectives, expectations and intentions. The
cautionary statements made in this Form 10-Q should be read as being applicable
to all related forward-looking statements wherever they appear in this Form
10-Q. These statements include, without limitation, statements concerning the
potential operations and results of Guitammer described below. Guitammer's
actual results could differ materially from those discussed here. Factors that
could cause or contribute to such differences include, without limitation, those
factors discussed herein and in Guitammer's Form 10 Registration Statement.

OVERVIEW

Guitammer Company ("Guitammer-Ohio") was incorporated in Ohio on March 6, 1990,
as a research, development and licensing company and manufacturer and marketer
of low frequency audio transducers that allows users to feel low frequency sound
("bass") like a subwoofer but silent.

On May 18, 2011, Guitammer-Ohio caused the formation of a Nevada corporation
with the same name (the "Registrant" "Company", "Guitammer-Nevada", "we", "us"
and "our") and entered into a Plan and Agreement of Reorganization with
Guitammer-Nevada pursuant to which (i) the shareholders of Guitammer-Ohio would
exchange (on a one (1) for thirty-one thousand, two hundred and six (31,206)
shares basis) their aggregate 1,602.3 issued and outstanding shares of common
stock for an aggregate of 50,001,374 shares of Common Stock, par value $0.001
per share, of Guitammer-Nevada evidencing the same proportional interest in
Guitammer-Nevada as they held in Guitammer-Ohio, and (ii) option and warrant
holders to purchase an aggregate of 1,397.7 shares of common stock of
Guitammer-Ohio would exchange (on a one (1) for thirty-one thousand, two hundred
and six (31,206) shares basis) their options and warrants for options and
warrants to purchase an aggregate of 43,616,626 shares of Common Stock, par
value $0.001 per share, of Guitammer-Nevada in the same proportional interest in
Guitammer-Nevada as they held in Guitammer-Ohio (the "Reorganization"). In
addition, the Company issued to two lenders warrants to purchase shares of
Guitammer-Ohio which because of the Reorganization would be converted into
warrants to purchase an aggregate of 225,000 shares of our Common Stock, par
value $0.001 per share. In order to save time and expense of creating and
issuing new Guitammer-Nevada options and warrants, the Company's Board of
Directors passed a resolution that the outstanding Guitammer- Ohio options and
warrants would be and are deemed to be and constitute the Guitammer- Nevada
options and warrants (on the said 1 for 31,206 shares basis) to purchase an
aggregate of 43,841,626 shares of our Common Stock.

Critical Accounting Policies and Estimates

"Management's Discussion and Analysis of Financial Condition and Results of
Operations" discusses our interim condensed consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these interim
condensed consolidated financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the interim condensed consolidated financial statements and the reported amounts
of revenues and expenses during the reporting period. A summary of our
significant accounting policies is included in the Notes to Consolidated
Financial Statements included in the Annual Report on Form 10-K for the year
ended December 31, 2013.

Our management regularly reviews our accounting policies to make certain they
are current and also to provide readers of the interim condensed consolidated
financial statements with useful and reliable information about our operating
results and financial condition. Implementation of these accounting policies
includes estimates and judgments by management based on historical experience
and other factors believed to be reasonable. This may include judgments about
the carrying value of assets and liabilities based on considerations that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

Management believes the following critical accounting policies are most
important to the portrayal of our financial condition and results of operations
and require more significant judgments and estimates in the preparation of our
interim condensed consolidated financial statements.

Accounts Receivable

Accounts receivable are carried at cost less an allowance for doubtful accounts.
The allowance for doubtful accounts is established through provisions charged
against income and is maintained at a level believed adequate by management to
absorb estimated bad debts based on current economic conditions.

Accounts receivable are uncollateralized customer obligations due under normal
trade terms generally requiring payment within 30 days from the invoice date.
The Company recorded an allowance of approximately $4,600 at March 31, 2014 and
December 31, 2013.

Inventory

Inventory, consisting of finished goods, is stated at the lower of cost or
market. Cost is determined using the weighted average method. Inventory that is
determined to be obsolete or not sellable is expensed immediately. The Company
recorded a reserve for obsolete items of $10,415 at March 31, 2014 and December
31, 2013.

Revenue Recognition

The Company recognizes revenue from the sale of its products when persuasive
evidence of an arrangement exists, delivery has occurred or services have been
rendered, the fee is fixed and determinable, and collectability is reasonably
assured.

Deferred Revenue

The Company received prepayment for products from some of its customers as the
Company requires prepayment before goods are shipped to almost all international
customers. As of March 31, 2014 and December 31, 2013 the Company had deferred
revenue of $56,284 and $68,823, respectively. The Company recognizes revenue and
decreases deferred revenue in accordance with the revenue recognition policy.

Income Taxes

Prior to the creation of the Nevada holding company formed on May 18, 2011, the
Company had elected S Corporation status for Federal and Ohio state income tax
purposes. Under these elections, the Company's taxable income was included on
the stockholders individual income tax returns, and the Company made no
provision for Federal and State income tax.

Effective with the Company redomiciling to Nevada on May 18, 2011, the Company
elected C Corporation status for both Federal and State income tax purposes.

There were no uncertain tax positions at March 31, 2014 or December 31, 2013, as
the Company's tax positions for open years meet the recognition thresholds of
more likely than not to be sustained upon examinations. Tax returns for the
years 2010 through 2012 are currently open to examination. Tax returns prior to
2010 are no longer subject to examination by tax authorities.

Shipping and Handling

Shipping and handling costs of approximately $25,859 and $46,997 for the periods
ending March 31, 2014 and 2013, respectively, are included in general and
administrative expenses in the statements of operations.

Research and development costs

The costs of research and development activities are expensed when incurred.

Stock Based Compensation

Share-based compensation is measured as the fair value of the award at its grant
date based on the estimated number of awards that are expected to vest and is
recorded over a defined service period. Compensation expense is recognized based
on the estimated grant date fair value method using a Black-Scholes valuation
model. It is the Company's policy to recognize expense using the straight-line
method over the vesting period.

RESULTS OF OPERATIONS

Three months ended March 31, 2014

All references below to per share and shares of Common Stock of the Company
reflect the reorganization.

Results of Operations

During the second half of 2013 and the first quarter of 2014, the Company spent
considerable capital resources implementing and commercializing its patented
tactile broadcast technology for the ESPN2 broadcasts of the National Hot Rod
Association (NHRA) and in related activities with other broadcast parties in
order to prove that it has the ability to bring the actual feel of live sporting
events to sports fans while watching in the comfort of their own home. Because
of this, the Company experienced a shortage of available working capital
required to fund certain inventory requirements related to its existing consumer
products business and this had a corresponding negative effect on revenues for
the quarter.

Management believes that the further development and implementation of this
broadcast technology will produce the greatest amount of long term value for its
shareholders and will help to enable it to secure the financing needed to
purchase adequate levels of all inventory items in future periods while
continuing the implementation and commercializing its patented tactile broadcast
technology for live sporting events.

Revenue decreased $214,375 or 40.8%, to $311,052 for the three months ended
March 31, 2014, compared to revenue of $525,427 for the three months ended March
31, 2013. Management believes revenues for the three months ended March 31,
2014, could have been significantly larger, but the company sold out of the
Bk4-4 transducer in mid-February, a key component in our best-selling home
theater kit, which was a major factor in the Company's sales backorders
accumulating to approximately $100,000 at March 31, 2014.

Cost of goods sold decreased $139,155, or 45.4%, to $167,463, for the three
months ended March 31, 2014, compared to cost of goods sold of $306,618 for the
three months ended March 31, 2013. The 45.4% decrease in the cost of goods sold
for the three months ending March 31, 2014 corresponds closely with the 40.8%
decrease in revenue for the same time period, but is slightly larger due to
variations in the sales mix of products sold as the profit margin on some
products are slightly higher.

Gross profit decreased by $75,220 or 34.4% to $143,589 for the three months
ended March 31, 2014, compared to gross profit of $218,809 for the three months
ended March 31, 2013. Our gross margin percentage increased to 46.2% for the
three months ended March 31, 2014 compared to 41.6% for the three months ended
March 31, 2013, for the reasons mentioned in the cost of goods sold paragraph
above.

General and administrative expenses decreased $3,880, or .9%, to $435,545 for
the three months ended March 31, 2014, compared to general and administrative
expenses of $439,425 for the three months ended March 31, 2013. Significant
variations within the general and administrative expenses were as follows:

Advertising and marketing increased by $39,326 in the three months ended March
31, 2014 compared to the three months ended March 31, 2013 due to advertising
and marketing activities related to its agreement with the NHRA including an
onsite fan experience trailer and television commercials airing on ESPN2.

Freight and related expenses decreased $36,780 in the three months ended March
31, 2014 compared to the three months ended March 31, 2013, primarily due to the
receipt of fewer containers of finished product from our overseas manufactures
during the three months ending March 31, 2014.

Stock warrant expense decreased by approximately $19,908 in the three months
ended March 31, 2014 compared to the three months ended March 31, 2013 due to
adjusting the stock warrants liability based the Black-Scholes valuation model
which is used to estimate the fair value of the warrants.

Professional fees decreased $17,130 in the three months ended March 31, 2014
compared to the three months ended March 31, 2013, primarily due to a decrease
in consulting expenses.

Depreciation expense increased by $9,845 in the three months ended March 31,
2014 compared to the three months ended March 31, 2013, due to the increased
depreciation associated with equipment purchased for the tactile enhanced live
sports broadcast of the NHRA.

Travel and entertainment expense increased by $11,348 in the three months ended
March 31, 2014 compared to the three months ended March 31, 2013, primarily due
to the increase in travel related to the tactile enhanced live sports broadcast
of the NHRA.

Research and development expenses increased $9,489 to $10,782 for the three
months ended March 31, 2014, compared to $1,293 for the three months ended March
31, 2013. The increase was attributable to development costs for its
haptic-tactile broadcast technology for live sports broadcasts including a
series of successful integration and broadcast tests on a regional sports
network with a major sports team. The Company was able to capture, process, and
broadcast the tactile effect of a live sporting event from the sports arena to
the home for a second type of major sporting event, the first being the NHRA.

Loss from operations increased by $80,829 or 36.4% for the three months ended
March 31, 2014 to $302,738 as compared to $221,909 for the three months ended
March 31, 2013. The increase was caused by the decrease in gross profit and
research and development expense as explained above offset partially by the
decrease in general and administrative expenses. Management believes that the
increase in loss from operations is due to being sold out of the Bk4-4
transducer in mid-February, a key component in our best-selling home theater
kit, as mentioned above.

Interest expense decreased $1,634 or 3.0%, to $52,200 for the three months ended
March 31, 2014, compared to interest expense of $53,834 for the three months
ended March 31, 2013. The decrease was due primarily to the conversion of debt
to equity, as illustrated in Notes to the Financial Statements, Note number 7,
and the refinancing of the Ohio innovation loan in December of 2012.

Our net loss increased $79,200 for the three months ended March 31, 2014. We had
net a loss of $354,937 (or basic and diluted net loss per share of $0.005) for
the three months ended March 31, 2014, compared to net loss of $275,737 (or
basic and diluted net loss per share of $0.004) for the three months ended March
31, 2013. The decrease was caused primarily by the decrease in gross profit and
by the increase in research and development expense, partially offset by the
decrease in interest expense and general and administrative expense.

The following table sets forth EBITDA for the Company, which is a non-GAAP
measurement. EBITDA is defined as earnings (loss) before net interest expense,
taxes, depreciation and amortization. Although EBITDA is not a measure of
performance calculated in accordance with generally accepted accounting
principles ("GAAP"), management believes that these non-GAAP measures will allow
for a better evaluation of the operating performance of the business and
facilitate meaningful comparison of the results in the current period to those
in prior periods and future periods. However, investors should not consider this
measure in isolation or as a substitute for net income, operating income, or any
other measure for determining the Company's operating performance that is
calculated in accordance with GAAP. A reconciliation of EBITDA to the most
comparable GAAP financial measure, net loss, follows: For the three months
ended:

EBITDA decreased $71,010 or 32.4% to $(289,975) for the three months ended March
31, 2014, compared to EBITDA of $(218,965) for the three months ended March 31,
2013. The decrease in 2014 EBITDA was caused by the decrease in gross margin and
the increase in research and development expense, offset partially by the
decrease in interest expense and general and administrative expense.

Liquidity and Capital Resources

Total current assets were $590,502 as of March 31, 2014, consisting of cash of
$34,815, net accounts receivable of $130,780, inventory of $419,936 and prepaid
and other current assets of $4,971. Current assets decreased by $62,136 or 9.5%
compared to current assets of $652,638 as of December 31, 2013 mainly due to the
decrease in cash which resulted from the decrease in revenue as noted above.

Total current liabilities were $2,292,445 as of March 31, 2014, consisting of
accounts payable of $647,522, accrued expenses of $383,119, current maturities
of long-term debt of $1,165,997, deferred revenue of $56,284 and other current
liabilities of $39,523. Current liabilities increased by $130,134 or 6.0%
compared to current liabilities of $2,162,311 as of December 31, 2013 mainly due
to the increase in Accounts payable.

The working capital deficit increased by $192,270 or 12.7% to $(1,701,943) for
the three months ending March 31, 2014 compared to the working capital deficit
of $(1,509,673) at December 31, 2013.

Cash Flows during the three Months Ended March 31, 2014

During the three months ended March 31, 2014 we had a net decrease in cash and
cash equivalents of $105,416 primarily consisting of net cash used in operating
activities of $203,380 partially offset by net cash provided by financing
activities of $98,397.

Net cash used in operating activities was $203,380 for the three months ended
March 31, 2014, consisting of an increase in: accounts receivable of $68,275,
accounts payable and accrued expenses of 152,245 and decreases in: inventory of
$23,825, prepaid expenses of $1,170, and deferred revenue of $12,539. These
changes were reduced by net loss of $354,937 which had adjustments for
depreciation and patent amortization of $12,762, amortization of deferred
financing fees of $6,683, amortization of debt discount of $1,672 employee stock
options of $35,868, stock and warrants issued for services of $29,375, and the
decrease in fair value of warrant liability of $11,050.

Net Cash used in investing activities was $433 for the three months ended March
31, 2014 for the purchases of property and equipment.

Net cash provided by financing activities was $78,218 for the three months ended
March 31, 2014, consisting of net proceeds from debt of $100,000 and the payment
of debt of $21,782.

In order to meet current consumer product backlog and anticipated orders, the
Company also expects to need approximately $2,000,000 of cash to purchase
inventory in the next 12 months. The Company expects to generate these funds
from operations with any deficit to be funded through capital raises. We
estimate that for the next 12 months we will also need approximately $405,000
for debt service.

The Company historically has incurred net losses, negative cash flows from
operating activities, and has an accumulated deficit of approximately $9,562,000
at March 31, 2014. In addition, at March 31, 2014 the Company had a cash balance
of approximately $35,000 and working capital deficiency of approximately
$1,702,000. Although the working capital deficiency has improved by
approximately $1,625,000 since December 31, 2011, in both the near and long
term, without additional financing, the Company is and will be in an illiquid
position. The Company received cash through the sales of Common Stock and
warrants to purchase Common Stock in the amount of $150,000 in the third quarter
of 2011, $250,000 in the fourth quarter of 2011, $375,000 in the first quarter
of 2012, $770,000 in the second quarter of 2012, $540,000 in the third quarter
of 2012, $250,000 in the first quarter of 2013, $675,000 in the second quarter
of 2013, and an additional $175,000 in the third quarter of 2013. The Company
believes that the receipt of additional equity will enable it to purchase
adequate inventory to meet its existing sales demand and to be able to increase
sales through advertising and marketing related activities. There is no
assurance that the Company will have any additional sales of stock or that the
Company will be able to become operationally cash flow positive.

If the Company is successful in raising significant additional capital (of which
there is no assurance), the Company intends to increase its budgets for
advertising and marketing, targeting consumers who have shown an interest in the
Company's or similar products. Additionally, the Company intends to increase its
advertising and marketing expenses by advertising directly to customers who
experience its products in ButtKicker equipped cinemas. The Company also intends
to hire one or more sales people to sell the Company's products to key markets
including the home theater, commercial cinema and international markets.

We believe the combination of the Company's recent success in tactically
enhancing the NHRA on ESPN2, increased advertising and marketing spending and
the addition of one or more sales people will drive demand for our products and
will increase revenue and cash flow.

At this time, we have not secured additional financing. We do not have any
commitments for additional capital from third parties or from our officers or
directors or any of our shareholders to supplement our operations or provide us
with financing in the future. There can be no assurance that additional capital
will be available to us, or that, if available, it will be on terms satisfactory
to us. If we are unable to increase revenues from operations, to raise
additional capital from conventional sources and/or additional sales of stock by
June of 2014, we may be forced to curtail or cease our operations. These factors
raise doubt in our ability to continue as a going concern. Our financial
statements do not include any adjustments to reflect the possible future effects
on the recoverability and classification of assets or the amounts and
classification of liabilities that may result from the outcome of this
uncertainty. There is substantial doubt that we can continue as a going concern
for the next 12 months unless additional funding is secured by the Company.